SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 21, 2001
LORAL SPACE & COMMUNICATIONS LTD.
(Exact name of registrant as specified in its charter)
Bermuda 1-14180 13-3867424
(State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.)
incorporation)
c/o Loral SpaceCom Corporation
600 Third Avenue
New York, New York 10016
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 697-1105
ITEM 5. OTHER EVENTS.
On December 21, 2001, Loral Space & Communications Ltd., a Bermuda company
("Loral Space"), announced that its wholly owned subsidiary, Loral Cyberstar,
Inc., a Delaware corporation ("CyberStar"), successfully completed an
exchange offer and consent solicitation for all of its outstanding aggregate
principal amount of 11-1/4% Senior Notes due 2007 (the "Senior Notes") and
12-1/2% Senior Discount Notes due 2007 (the "Senior Discount Notes") in exchange
for up to $675 million principal amount of new CyberStar 10% Senior Notes due
July 15, 2006 (the "New Notes"), which New Notes are guaranteed by Loral Space,
together with five-year warrants to purchase up to approximately 6.7 million
shares of Loral Space's common stock (less than two percent of outstanding Loral
Space shares) at a purchase price of $2.37 per share.
The exchange offer and consent solicitation expired at midnight, New York City
time, on Thursday, December 20, 2001. Approximately 91.73% ($406,373,000
principal amount) of the Senior Notes were tendered in exchange for $304,843,000
principal amount of New Notes, warrants to purchase 3,007,163 shares of Loral
Space common stock and approximately $29,755 in cash paid to certain holders of
New Notes in lieu of receipt of a principal amount of New Notes in a
denomination other than an integral multiple of $1,000. Approximately 89.86%
($434,929,000 principal amount) of the Senior Discount Notes were tendered in
exchange for $307,861,000 principal amount of New Notes, warrants to purchase
3,035,823 shares of Loral Space common stock and approximately $29,998 in cash
paid to certain holders of New Notes in lieu of receipt of a principal amount of
New Notes in a denomination other than an integral multiple of $1,000. A copy of
the indenture related to the New Notes, the warrant agreement, dated as of
December 21,2001, between Loral Space and The Bank of New York, as warrant
agent, and the guaranty agreement, dated as of December 31, 2001, between Loral
Space and Bankers Trust Company, as trustee, are filed as exhibits to this
filing and are incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
99.1 Indenture, dated as of December 21, 2001, by and among
CyberStar, certain of its subsidiaries and Bankers Trust
Company, as Trustee.
99.2 Warrant Agreement, dated as of December 21, 2001, between
Loral Space and The Bank of New York, as Warrant Agent.
99.3 Guaranty Agreement, dated as of December 21, 2001, between
Loral Space and Bankers Trust Company, as Trustee.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
LORAL SPACE & COMMUNICATIONS LTD.
Date: January 7, 2002 By: /s/ Janet T. Yeung
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Name: Janet T. Yeung
Title: Vice President, and
Assistant Secretary
INDEX TO EXHIBITS
Exhibit Number Description of Exhibit
99.1 Indenture, dated as of December 21, 2001, by and among
CyberStar, certain of its subsidiaries and Bankers Trust
Company, as trustee.
99.2 Warrant Agreement, dated as of December 21, 2001, between
Loral Space and The Bank of New York, as Warrant Agent.
99.3 Guaranty Agreement, dated as of December 21, 2001,
between Loral Space and Bankers Trust Company, as Trustee.